Shanghai Jin Jiang Htl : 18/07/2019 ARTICLES OF ASSOCIATION

Note: If there is any inconsistency between the English and Chinese versions of this articles of association, the Chinese version shall prevail.

上海錦江資本股份有限公司

SHANGHAI JIN JIANG CAPITAL COMPANY LIMITED

(A joint stock company incorporated in the People's Republic of China with limited liability)

ARTICLES OF ASSOCIATION

(Passed by the Second Extraordinary General Meeting of the Company on 19 November 2006)

(The first amendment made by the 2008 Annual General Meeting of the Company on 16 June 2009, the second amendment made by the Extraordinary General Meeting of the Company on 15 November 2010, the third amendment made by the Extraordinary General Meeting of the Company on 16 October 2012, the fourth amendment made by the 2016 Annual General Meeting of the Company on 9 June 2017, the fifth amendment made by the 2017 Annual General Meeting of the Company on 15 June 2018, and the sixth amendment made by the 2018 Annual General Meeting of the Company on 28 June 2019.)

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CHAPTER	TABLE OF CONTENTS	PAGE
Chapter 1	General principles	3
Chapter 2	Purpose and scope of operation	6
Chapter 3	Shares and registered capital	7
Chapter 4	Capital reduction and repurchase of shares	10
Chapter 5	Financial assistance for repurchase of shares in the Company	12
Chapter 6	Share certificates and registers of members	14
Chapter 7	Rights and obligations of shareholders	18
Chapter 8	General meetings	20
Chapter 9	Special procedures for class voting	28
Chapter 10	Board of directors	30
Chapter 11	Secretary to the board of directors of the Company	35
Chapter 12	Chief executive officer and other senior management of the Company	36
Chapter 13	Supervisory committee	36
Chapter 14	Qualifications and obligations of directors, supervisors, chief executive	38
	officer and other senior management officers of the Company
Chapter 15	Financial and accounting system and profit distribution	44
Chapter 16	Appointment of certified public accountants' firm	48
Chapter 17	Insurance	51
Chapter 18	Labour management	51
Chapter 19	CPC Organisation and trade union organisation	51
Chapter 20	Merger and demerger of the Company	53
Chapter 21	Dissolution and liquidation of the Company	54
Chapter 22	Procedures for amending the Articles of Association	56
Chapter 23	Resolution of disputes	57
Chapter 24	Notices	57
Chapter 25	Interpretation and definitions of the Articles of Association	59

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SHANGHAI JIN JIANG CAPITAL COMPANY LIMITED

ARTICLES OF ASSOCIATION

CHAPTER I - GENERAL PRINCIPLES

Article 1.1

Shanghai Jin Jiang Capital Company Limited (the "Company") is a joint stock limited company established in accordance with the Company Law of the People's Republic of China ( 《中華人民共和國公司法》, hereinafter referred to as the "Company Law"), the Special Regulations of the State Council relating to the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外 募集股份及上市的特別規定》, hereinafter referred to as the "Special Regulations") and other relevant laws and administrative regulations of the State.

Having been approved by the "Approval Reply in respect of the Agreement to establish Shanghai Jin Jiang International Hotels (Group) Company Limited" (Hu Fu Fa Gai Shen [2005] No.012) (《關于同意設立上海錦 江國際酒店（集團）股份有限公司的批復》（滬府發改審[2005]第 012 號）) issued by the Shanghai Municipal People's Government, the Company is established by means of promotion, and obtained its business licence by registering with the Shanghai Municipal Administration of Industry and Commerce on 11 January 2006. The Company's business licence number is: 3100001003780.

The Promoters of the Company are: Jin Jiang International (Group) Company Limited (錦江國際（集團）有 限公司) and Shanghai Jin Jiang International Investment and Management Company Limited (上海錦江國際 投資管理有限公司). The shareholders of the Company prior to the initial public offering of overseas-listed foreign shares (as defined in Article 3.4 herein) are Jin Jiang International (Group) Company Limited and Shanghai Jin Jiang International Investment and Management Company Limited, and the shares held by them are state-owned shares and state-owned legal person shares.

Article 1.2

The registered name of the Company

In Chinese: 上海錦江資本股份有限公司

In English: Shanghai Jin Jiang Capital Company Limited

Article 1.3

Residence of the Company: Room 316-318, 24 Yang Xin Dong Road, Shanghai,

the People's Republic of China

Postal code: 200122

Telephone number: 8621-58300403

Facsimile number: 8621-50816260

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Article 1.4

The legal representative of the Company shall be the chairman of the Company.

Article 1.5

The Company, which is a joint stock limited company in perpetual existence, is an independent legal person within the jurisdiction and protection of the laws, regulations and other provisions of the PRC.

Article 1.6

All the capital of the Company shall be divided into shares of equal nominal value. The liability of the shareholders towards the Company shall be limited to the extent of the amount of their respective shareholdings in the Company. The liability of the Company in its debts shall be the amount of all its assets.

Article 1.7

The Articles of Association are amended pursuant to the relevant provisions of the Company Law, the "Mandatory Provisions for Articles of Association of Companies to be Listed Overseas" (《到境外上市公司章 程 必 備 條 款 》 , hereinafter referred to as the "Mandatory Provisions"), the "Letter of Opinion on the Supplementary Amendments to Articles of Associations by Companies to be Listed in Hong Kong" (《關于到 香 港 上 市 公 司 對 公 司 章 程 作 補 充 修 改 的 意 見 的 函 》 , hereinafter referred to as the "Letter Opinion on Supplementary Amendments") and other relevant laws and regulations of the PRC.

Article 1.8

Subsequent to the passing of the extraordinary general meeting of the Company by way of a special resolution and the approval of the relevant competent authority of the State, the Articles of Association shall become effective from the date of its registration with the industry and commerce administration and supervisory authority and replace completely the Articles of Association originally registered with the industry and commerce administration and supervisory authority.

From the date on which the Articles of Association become effective, the Articles of Association shall constitute a legally binding document regulating the organisation and activities of the Company, the rights and obligations between the Company and each shareholder and amongst the shareholders inter se.

Article 1.9

The Articles of Association shall be binding on the Company and its shareholders, directors, supervisors, chief executive officer and other senior management officers; each of the aforesaid parties may make claims in relation to matters of the Company in accordance with the Articles of Association.

Shareholders may institute legal proceedings against the Company in accordance with the Articles of Association, and so may the Company against shareholders, shareholders against each other and shareholders against the directors, supervisors, chief executive officer and other senior management officers of the Company.

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"Proceedings" as referred to in the preceding paragraph shall include the proceedings taken to courts of law or arbitrations taken to arbitration authorities.

Article 1.10

The Company may invest in other limited liability companies or joint stock limited companies and assume liabilities of such investee companies.

Article 1.11

"Other senior management officers" as referred in the Articles of Association shall include the chief operating officer, chief financial officer, chief investment officer, chief information officer, vice presidents, financial controller, chief secretary of the board of directors, secretary to the board of directors and other management officers as determined by the board of directors of the Company.

Article 1.12

In accordance with the "Constitution of the Communist Party of China", a Communist Party of China ("CPC") Committee and a CPC Disciplinary Inspection Committee shall be set up at the Company to conduct CPC activities.

The CPC organisation shall be an organic component of the Company's corporate governance structure. The CPC Committee shall focus its work on the production and operations of the enterprise to play a leadership role by steering the Company in the right direction, providing oversight and ensuring implementation; the Company shall establish a CPC working organisation equipped with adequate personnel for CPC work and shall ensure the provision of operating funds for the CPC organisation.

Article 1.13

The Company shall establish a fault tolerance mechanism for the encouragement of innovative development. Subject to compliance with laws and regulations and the internal control system, where an innovative project conducive to reform and innovation fails to deliver its anticipated goals, the relevant personnel shall not be subject to negative assessment and shall be relieved of the relevant responsibility in the performance appraisal and economic responsibility audit after the performance of due procedures, if they have not sought any personal benefits and have diligently performed their duties with integrity. The aforesaid fault tolerance mechanism shall be applicable to directors, chief executive officer and other senior management of the Company participating in approved innovative projects conducive to reform.

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